EXHIBIT 8(f)
GLOBAL CUSTODY AGREEMENT dated as of October 28, 1992 between Barclays
Bank PLC, a company organized and existing under the laws of England and Wales,
(hereinafter called "Barclays") and Provident National Bank (hereinafter called
the "Custodian"), and the investment companies which are signatories hereto.
WHEREAS, the Custodian acts as a custodian of the property of certain
of its customers (the "Customers"), including without limitation certain
investment companies registered under the Investment Company Act of 1940, as
amended (the "Act");
WHEREAS, the agreements between each Customer and the Custodian (the
"Custodian Agreements") provide that the
Custodian may from time to time employ as its agent one or more subcustodians,
all in compliance with Section 17(f) of the Act and Rule 17 f-5 thereunder; and
WHEREAS, the Custodian and each Customer a party hereto wish to employ
Barclays as such intermediary Custodian and expert third party for the Customers
and appoint Barclays as the agent of the Custodian and its Customers and
Barclays is willing to act as such Subcustodian, expert third party and agent;
NOW, THEREFORE, in consideration of the mutual promises herein made,
the Custodian and Barclays agree as follows:
1. Custody and Cash Accounts. (a) Upon satisfaction of the
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condition specified in paragraph (b) below, Barclays agrees to establish and
maintain (i) separate custody accounts for the benefit of the Custodian, acting
as custodian for each Customer (each a "Custody Account"), for any and all
stocks, shares, bonds, debentures, notes, mortgages or other obligations for the
payment of money and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same or evidencing
or representing any other rights or interests therein and other similar property
hereinafter called ("Securities") and all other assets (except cash) from time
to time received by Barclays or its Subcustodians (as defined in Section 3
hereof) on behalf of a Customer of the Custodian, and (ii) separate deposit
accounts for the benefit of the Custodian, acting as custodians for each
Customer (each a "Cash Account"; the Custody Account(s) and the Cash Account(s),
collectively referred to herein as the "Accounts") for any and all cash in any
currency received by Barclays or its Subcustodians on behalf of a Customer of
the Custodian, which cash shall not be subject to withdrawal by draft or check
except upon Instructions (as defined in Section 8 hereof) from the Custodian or
as provided in Sections 7 and 16 hereof.
(b) The obligation of Barclays to establish and maintain any account
is subject to the condition precedent that it shall have received an agreement
setting forth the fees payable to Barclays in respect of its services hereunder.
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2. Maintenance of Securities and Assets Abroad. (a) Securities and
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other assets in each Custody Account shall be held in such country or other
jurisdiction as shall be the one in which the principal trading market for such
Securities is located or the country or jurisdiction in which such Securities
may be presented for payment or are acquired for a Custody Account. Cash
credited to any Cash Account shall be denominated in the legal currency for the
payment of public or private debts for the country or jurisdiction where such
Cash Account is located.
(b) Barclays is authorized to enter into separate transfer or foreign
exchange arrangements with Custodian,
from time to time, in order to facilitate the transfer of
cash to or from any Cash Account.
3. Foreign Subcustodians and Depositories. Barclays may act under
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this Agreement through the subcustodians listed in Schedule A hereto, with each
of whom Barclays has entered into subcustodial agreements ("Subcustodians").
The Custodian authorizes Barclays to hold cash and Securities in accounts which
Barclays has established with its branches and the Subcustodians. Barclays and
the Subcustodians are authorized to hold Securities with securities depository
facilities with whom they participate. Barclays reserves the right to add new,
or to replace or remove, Subcustodians. The Custodian will be given reasonable
prior notice by Barclays of any amendment to Schedule A.
4. Use of Subcustodian. With respect to Securities, other
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assets and cash of any Customer which are maintained by Barclays in the custody
of any Subcustodian of Barclays pursuant to Section 3 hereof (such Securities,
other assets and cash hereinafter referred to as "Assets"):
(a) Barclays will identify on its books as belonging to the Custodian,
as custodian for such Customer, any Assets held by such Subcustodian.
(b) Each Subcustodian will hold Assets together with assets belonging
to other customers of Barclays in accounts identified on such Subcustodian's
books as special custody accounts for the exclusive benefit of customers of
Barclays; in the event that a Subcustodian permits any of the Securities placed
in its care to be held in a foreign securities depository, such Subcustodian
will be required by its agreement with Barclays to identify on its books such
Assets as being held for the account of Barclays as agent for the Custodian.
Each Subcustodian will hold Securities in a separate custody account for each
Customer and cash in a general account established with Barclays.
(c) Any Assets in the Custody Account or a Cash Account held by such
Subcustodian will be subject only to the instructions of Barclays, and any
Securities held in a securities
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depository for the account of a Subcustodian will be subject only to the
instructions of such Subcustodian.
(d) Each Foreign Sub-Custody Agreement shall provide, through
Barclays, that the Assets will not be subject to any right, charge, security
interest, lien or claim of any kind in favor of such Subcustodian or its
creditors except a claim for payment for their safe custody or administration
and that beneficial ownership of the Assets will be freely transferable without
payment of money or value other than for safe custody or administration.
(e) Barclays shall allow independent public accountants of each
Customer such reasonable access to the records of Barclays relating to the
Assets of such Customer held in the Custody Accounts or Cash Accounts as is
required by such accountants in connection with their examination of the books
and records pertaining to the affairs of such Customer. Barclays shall, subject
to restrictions under applicable law, also obtain from any Subcustodian with
which Barclays maintains the custody of any Assets in the Custody Accounts or
Cash Accounts an undertaking to permit independent public accountants of such
Customer such reasonable access to the records of such Subcustodian as may be
required in connection with their examination of the books and records
pertaining to the affairs of such Customers.
(f) Barclays will supply to the Custodian from time to time as
mutually agreed upon a statement with respect to any Assets in the Custody
Accounts and Cash Accounts held by a Subcustodian, including an identification
of the entity having possession of such Assets, and Barclays will send to the
Custodian an advice or notification of any transfers of Assets to or from any
Custody Account or Cash Account, indicating as to the Assets acquired for the
Custodian the identity of the entity having physical possession of such Assets.
Unless the Custodian sends Barclays an exception or objection to any statement
within sixty days of receipt (such objection or exception to be subsequently
confirmed in writing), the Custodian shall be deemed to have approved such
statement. In such event, or where the Custodian has otherwise approved any such
statement, Barclays shall, to the extent permitted by law, be released, relieved
and discharged with respect to all matters set forth in such statement or
reasonably implied therefrom as though it had been settled by decree of a court
of competent jurisdiction in an action where the Custodian and all persons
having or claiming an interest in the Custodian or the Accounts were parties.
5. Cash Account Transactions. (a) Subject to Sections 7 and 8,
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Barclays shall make, or cause its Subcustodians to make, payments of cash
credited to a Cash Account only:
(i) in connection with the purchase of Assets for a Customer,
which purchase (A) shall, unless Instructions are
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received to the contrary, be made in accordance with the customary or
established securities trading and processing practices and procedures in
the jurisdiction or market in which such purchase is to take place,
including, without limitation, payments of cash in connection with such
purchase to the seller, the dealer or their agents against a receipt
indicating, or the expectation of, future delivery of such Security, and
(B) shall be made at prices set forth in Instructions from Authorized
Persons (as defined in Section 10 hereof);
(ii) when required in connection with the conversion, exchange
or surrender of Assets held in a Custody Account;
(iii) for any other proper corporate purpose of a Customer; or
(iv) upon the termination of this Agreement as hereinafter set
forth.
All payments of cash for a purpose permitted by subsection (i), (ii) or (iii) of
this Section 5 will be made, except as provided in Sections 7 and 8 hereof, only
upon receipt by Barclays of Instructions from Authorized Persons which shall
specify the purpose for which the payment is to be made and all other
information required by Barclays. Any payment pursuant to subsection (iv) above
will be made in accordance with Section 16 hereof.
(b) In the event that any payment made under this Section 5 exceeds
the funds available in the applicable Cash Account, Barclays may, in its
discretion, advance the Custodian an amount equal to such excess and such
advance shall be deemed a loan from Barclays to the Custodian, payable on demand
and bearing interest at the rate of interest customarily charged by Barclays on
similar loans.
6. Custody Account Transactions. Subject to Sections 7 and 8,
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Assets of any Customer in a Custody Account will be transferred, exchanged or
delivered by Barclays or its Subcustodians only:
(a) upon sale of such Assets for the account of such Customer, which
sale (i) shall, unless Instructions are received to the contrary, be made
in accordance with the customary or established securities trading and
processing practices and procedures in the jurisdiction or market in which
such sale is to take place, including, without limitation, delivery of a
Security in connection with such sale to the buyer, the dealer or their
agents against a receipt indicating, or the expectation of, future payment
for such Security and (ii) shall be at prices set forth in Instructions
from Authorized Persons;
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(b) to a depository agent in connection with tender or other similar
offers for Securities of such Customer;
(c) to the issuer of Securities or its agent, when such Securities are
called, redeemed or retired or otherwise become payable; provided that, in
any such case, the cash or other consideration is to be delivered to
Barclays or its Subcustodian;
(d) to the issuer of Securities, or its agent, for transfer into the
name of any nominee of Barclays or any of its Subcustodians; or for
exchange for a different number of bonds, certificates or other evidences
of securities representing the same aggregate face amount or number of
shares or units; provided that, in any such case, the new Securities are to
be delivered to Barclays or its Subcustodian;
(e) for exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
Securities or pursuant to provisions for conversion of such Securities, or
pursuant to any deposit agreement; provided that in any such case, the new
Securities or cash, if any, are to be delivered to Barclays or its
Subcustodian;
(f) in the case of warrants, rights or similar securities, the
surrender thereof in connection with exercise of such warrants, rights or
similar securities, or the surrender of interim receipts or temporary
Securities for definitive Securities, provided that, in any such case, the
new Securities and cash, if any, are to be delivered to Barclays or its
Subcustodian;
(g) for any other proper corporate purposes of such Customer; and
(h) upon the termination of this Agreement as hereinafter set forth.
All transfers, exchanges or deliveries of Assets
in a Custody Account for a purpose permitted by either subsection (a), (b), (c),
(d), (e), (f) or (g) of this Section 6 will be made, except as provided in
Section 7 hereof, only upon receipt by Barclays of Instructions from Authorized
Persons which shall specify the purpose of the transfer, exchange or delivery to
be made and all other information required by Barclays. Any transfer or
delivery pursuant to subsection (h) of this Section 6 will be made in accordance
with Section 16 hereof.
7. Accounting Procedures. (a) Barclays may, in its sole discretion,
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credit or debit any of the Cash Accounts on the contractual settlement date in
amounts equal to the sale proceeds or purchase price relating to any sale,
exchange or
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purchase of Securities. Otherwise, such transactions will be credited or debited
to the Cash Account on the date cash is actually received by Barclays and
reconciled to the Cash Account.
(b) Barclays will provisionally credit, or will cause provisional
credits to be made to, each relevant Cash Account with Subject Income (as
defined in the second following sentence) on or before specific crediting dates
as established by Barclays from time to time for such Subject Income ("Crediting
Dates"). Schedule B attached hereto sets forth the Crediting Dates as of the
date hereof. For purposes hereof, "Subject Income" with respect to a Customer
shall mean interest on, or dividends with respect to, Securities actually known
by Barclays to be part of such Customer's portfolio credited to the relevant
Customer Custody Account and with respect to which the issuer thereof has
declared or scheduled an interest or dividend payment date. In no event shall
Subject Income include any income not referred to above, including market claims
and non-cash distributions or entitlements, such as stock dividends.
(c) Subject to the immediately following sentence, Barclays may
reverse credits or debits made to any Account in its sole discretion if the
related transaction fails to settle within a reasonable period, determined by
Barclays in its discretion, after the contractual settlement date for the
related transaction. If Barclays credits any Cash Account on a payable date, or
at any time prior to actual collection and reconciliation to such Cash Account,
with interest, dividends, redemptions or any other amount, including, without
limitation, any provisional credit under Section 7(b) hereof, the Custodian will
promptly return any such amount upon oral or written notification: (i) that
such amount has not been received in the ordinary course of business or (ii)
that such amount was incorrectly credited. If the Custodian does not promptly
return any amount upon such notification, Barclays shall be entitled, upon oral
or written notification to the Custodian, to reverse such credit by debiting the
relevant Cash Account for the amount previOusly credited. Barclays or its
Subcustodian shall have no duty or obligation to institute legal proceedings,
file a claim or a proof of claim in any insolvency proceeding or take any other
action with respect to the collection of such amount, but may act for the
Custodian upon instructions after consultation with the Custodian.
(d) If any Securities delivered pursuant to this Section 7 are
returned by the recipient thereof, Barclays may reverse the credits and debits
of the particular transaction at any time.
8. Actions of Barclays. Until Barclays receives Instructions
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from Authorized Persons to the contrary, Barclays will, or will instruct its
Subcustodian to:
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(a) promptly collect all income and other payments known by Barclays
or its Subcustodian to be payable with respect to Securities held hereunder
and Credit such income, as collected, to the applicable Cash Account.
Barclays or its Subcustodian shall do all things necessary and proper in
connection with such prompt collections and, without limiting the
foregoing, Barclays or its Subcustodian will:
(i) present for payment all coupons and other income items
known by Barclays or its Subcustodian as requiring presentation;
(ii) present for payment all Securities, known to Barclays
or its Subcustodian which have matured or have been called, redeemed,
retired or otherwise become payable; and
(iii) endorse and deposit for collection, in the name of
the Custodian, checks, drafts or other negotiable instruments;
(b) in respect of Securities in a Custody Account, execute in the name
of the Custodian such ownership and other certificates as may be required
to obtain payments in respect thereof;
(c) exchange interim receipts or temporary Securities in a Custody
Account for definitive Securities;
(d) where any Securities held in any securities depository are called
for a partial redemption by the issuer of such Securities, allot in
Barclays' or such Subcustodian's sole discretion the called portion to the
respective holders in any manner deemed to be fair and equitable in
Barclays' or such Subcustodian's judgment; and
(e) subject to the prior receipt of all documentation required by
applicable law, pay or cause to be paid any and all taxes and levies in the
nature of taxes imposed on the Assets in the Custody or Cash Accounts by
any governmental authority and shall use reasonable efforts where
appropriate to promptly enable the Custodian or a Customer to reclaim any
foreign withholding tax relating to any such Assets.
9. Settlement Procedures; Instructions.
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(a) Promptly after the acceptance of an offer to purchase Securities
by a Customer for which such Customer intends Barclays, directly or through any
foreign custodian or depository, to act as custodian, the Custodian shall
deliver to Barclays Instructions specifying, inter alia and as necessary, with
respect to each such purchase: (a) the name of the issuer and the title of the
Securities, including CUSIP number or other similar securities identification
number, if any,
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(b) the number of shares or the principal amount purchased and accrued interest,
if any, (c) to the extent known, the date payment is due and the date delivery
is to be made, (d) the purchase price per unit, (e) the total amount payable
upon such purchase, (f) the name of the person from whom or the broker through
whom the purchase was made, and (g) the foreign subcustodian or depository where
such Securities are to be delivered and held, and whether the total amount
payable will be paid from the Cash Account maintained in the country or
jurisdiction where such subcustodian or depository is located. Subject to
Section 5, Barclays directly or through the applicable foreign subcustodian or
depository shall receive Securities purchased by a Customer from the person
through or from whom the same were purchased, and shall pay, out of the monies
credited to the applicable Cash Account, the total amount payable upon such
purchase, provided that the same conforms to the total amount payable shown on
the Instructions with respect to such purchase. On the scheduled date for
payment for any Security to be purchased for deposit in a Custody Account, the
Custodian shall have caused there to be deposited in the Cash Account located in
the country or jurisdiction where such purchase is to take place, amounts
sufficient, and in such denominations, to enable Barclays or the foreign
subcustodian to pay for such Security.
(b) Promptly after the acceptance of an offer to sell any Securities
by a Customer, the Custodian shall deliver to Barclays Instructions specifying,
inter alia and as necessary, with respect to such sale: (a) the name of the
issuer and the title of the Security, including CUSIP number or other similar
securities identification number, if any, (b) the number of shares or principal
amount sold, and accrued interest, if any, (c) to the extent known, the date
payment is to be received and the date delivery of the Security is to be made,
(d) the sale price per unit, (e) the total amount payable upon such sale, (f)
the name of the broker through whom or the person to whom the sale was made and
to whom the Security is to be delivered, and (g) the foreign subcustodian or
depositary from which such Securities are to be delivered. Subject to Section
6, Barclays shall directly or through the applicable foreign subcustodian or
depository deliver the Securities sold to the broker or other person named in
such Instructions upon receipt by Barclays or a foreign subcustodian of the
total amount payable to such Customer upon such sale provided that the same
conforms to the total amount payable to the Customer as set forth in the
Instructions with respect to such sale. Unless Barclays shall be in receipt of
Instructions to the contrary, amounts received from the sale of any Security
shall be deposited in the Cash Account located in the country or jurisdiction
where such sale shall have occurred, in the denomination in which payment was
made, and, subject to the provisions of Section 5, shall be held in such Cash
Account until Instructions are received from the Custodian.
(c) As used in this Agreement, the term "Instructions" means
instructions of the Custodian to Barclays containing all
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information required by Barclays received via telephone, telex, TWX, facsimile
transmission, bank wire or other teleprocess or electronic instruction systems
acceptable to Barclays which Barclays believes in good faith to have been given
by Authorized Persons or which are transmitted with proper testing or
authentication pursuant to terms and conditions which Barclays may specify.
(d) Any Instructions delivered to Barclays by telephone or facsimile
transmission shall promptly thereafter be confirmed in writing by an Authorized
Person (which confirmation shall bear the original or facsimile signature of
such Authorized person). However, Barclays may rely upon instructions by
telephone or facsimile transmission in the event of failure of an Authorized
Person to send such confirmation in writing. Barclays may rely upon telephone
instructions in the event of the failure of such confirmation to conform to the
telephone instructions received if such telephone instructions are acted upon
prior to receipt of such confirmation. Unless otherwise expressly provided, all
Instructions shall continue in full force and effect until cancelled or
superseded. If Barclays requires test arrangements, authentication methods or
other security devices to be used with respect to Instructions, any Instructions
given by the Custodian thereafter shall be given and processed in accordance
with such terms and conditions for the use of such arrangements, methods or
devices as Barclays may put into effect and modify from time to time. The
Custodian shall safeguard any testkeys, identifications, codes or other security
devices which Barclays shall make available to it. Barclays and the Custodian
may electronically record any Instructions given by telephone, and any other
telephone discussions, with respect to a Custody Account or a Cash Account.
(e) If the Custodian elects, Barclays shall provide the Custodian with
such instructions and passwords as may be necessary in order for the Custodian
to have dial up access or other means of access to Barclays telecommunications
system for securities in custody accounts. The Custodian understands
information provided to it through such system shall be limited to information
relating to the Custody Accounts and the Cash Accounts. If the Custodian elects
to utilize such system, the Custodian agrees to assume full responsibility for
the consequence of any misuse or unauthorized use by the Custodian of any
terminal device or the instructions or passwords mentioned above.
10. Authorized Persons. As used in this Agreement, the term
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"Authorized Persons" means such officials or such agents of the Custodian as
have been designated in writing to Barclays to act on behalf of the Custodian in
the performance of any acts which Authorized Persons may do under this
Agreement. Such persons shall continue to be Authorized Persons until such time
as Barclays receives Instructions from Authorized Persons
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that any such official or agent is no longer an Authorized Person.
11. Nominees. Securities in a Custody Account which are ordinarily
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held in registered form may be registered in the nominee name of Barclays, any
Subcustodian or securities depository. The Custodian agrees to hold any such
nominee harmless from any liability as a holder of record of such Securities.
Barclays may cause any such Securities to cease to be registered in the name of
any such nominee and to be registered in the name of another nominee provided
such nominee is either a Subcustodian or a securities depository.
12. Standard of Care.
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(a) Barclays shall be responsible for the performance only of such
duties as are specifically set forth herein or contained in Instructions given
to Barclays by Authorized Persons which are not contrary to the provisions of
this Agreement. Barclays will use reasonable care with respect to the
safekeeping of the Assets in the Custody Accounts and Cash Accounts and in the
performance of is functions and duties under this Agreement. Barclays shall be
liable to the Custodian for any loss which shall occur as the direct and
foreseeable result of the failure of a Subcustodian to exercise reasonable care
with respect to the safekeeping of Assets or in the performance of its functions
or duties in connection herewith to the same extent that such Subcustodian would
be liable to the Custodian under applicable law if such Subcustodian and the
Custodian had directly entered into a custodial agreement governed by the law of
the country of such Subcustodian. In the event of any loss to the Custodian by
reason of the failure of Barclays or its Subcustodian to utilize reasonable
care, Barclays shall be liable to the Custodian to the extent of the Custodian's
direct and foreseeable damages, to be determined (in the case of a loss of
property) based on the market value in U.S. dollars of the property which is the
subject of the loss at the date on which actual notice of such loss is received
by Barclays, and without reference to any special conditions or circumstances.
Barclays shall be held to the exercise of reasonable care in carrying out this
Agreement but shall be indemnified by, and shall be without liability to, the
Custodian for any action taken or omitted by Barclays in good faith without
negligence in accordance with the terms of this Agreement. Barclays shall be
entitled to rely, and may act, on advice of counsel (who may be counsel for the
Custodian) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Barclays will be subject to
the reasonableness standard articulated above.
(b) Except as otherwise specifically agreed to herein, Barclays shall
have no liability for any loss occasioned by any mistakes contained in, or
errors in the transmission of, any Instruction, or by delay in the actual
receipt of any Instruction
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or any notice to Barclays or by or to its Subcustodian of any payment,
redemption or other transaction regarding Securities in the Custody Accounts in
respect of which Barclays has agreed to take action as provided in Section 8
hereof. Barclays shall not be liable for any action taken in good faith upon
Instructions or in reliance upon the designation of "Authorized Persons"
referred to in Section 10 hereof and may rely on the genuineness of any such
documents which it may in good faith believe to be validly executed. Barclays
shall not be liable for any loss or damage resulting from or caused by
nationalization, expropriation, currency or other regulatory restrictions, labor
unrest, acts of war, civil war or terrorism, insurrection, revolution, military
or usurped powers, nuclear fusion, fission or radiation, earthquake, storm or
other disturbance of nature or acts of God.
(c) Without limiting the generality of the foregoing, neither Barclays
nor any Subcustodian shall be under any duty or obligation to inquire into, or
be liable for :
(i) the validity of the issue of any Securities purchased by or
for any Customer, the legality of the purchase thereof, or the propriety of
the amount paid therefor; or
(ii) the legality of the sale of any Securities by or for any
Customer, or the propriety of the amount for which the same are sold; or
(iii) any default in the payment of principal or income of any
security other than as provided in Section 7 of this Agreement; or
(iv) the financial condition of any broker, agent or other party
to which Securities are delivered or payments are made pursuant to this
Agreement; or
(v) the existence or content of any trade confirmations received
from brokers;
the Custodian or its Authorized Persons issuing Instructions shall bear any
responsibility to review such confirmations against Instructions issued to and
statements issued by Barclays.
(d) Neither Barclays nor any Subcustodian shall be liable for, or
considered to be the custodian of, any money represented by any check, draft, or
other instrument for the payment of money received by it on behalf of any
Customer, until Barclays or such Subcustodian actually receives such money.
(e) Neither Barclays nor any Subcustodian shall be under any duty or
obligation to take action to effect collection of any amount, if the Securities
upon which such amount is payable are in default, or if payment is refused
after
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due demand or presentation, unless and until (i) it shall be directed to take
such action by Instructions, and (ii) it shall be assured to its satisfaction of
reimbursement of its costs and expenses by the Custodian in connection with any
such action.
(f) Neither Barclays nor any Subcustodian shall be under any duty or
obligation to ascertain whether any Securities at any time delivered to or held
by it in any Custody Account are such as may properly be held by a Customer.
(g) It is understood and agreed that Barclays is
not under any duty to maintain any insurance for the benefit of any Customer or
the Custodian or to supervise the investment of, or to advise or make any
recommendation to any Customer or the Custodian with respect to the sale or
other disposition of any Securities at any time held hereunder or to advise or
recommend the purchase of any Securities at any time.
(h) The Custodian will indemnify Barclays for any direct and
foreseeable damages to Barclays with respect to the performance of Barclays'
obligations under this Agreement (including, but not limited to, Barclays' legal
fees and expenses and any other legal fees and expenses for which Barclays is
liable, and any loss or liability in connection with a claim settled by
Barclays, which agreement is accepted by the Custodian) unless such direct and
foreseeable damages arises from any failure by Barclays or any Subcustodian to
exercise reasonable care with respect to any assets in any Custody or Cash
Account or from any negligence, fraud, bad faith, willful misconduct or reckless
disregard of duties on the part of Barclays or any Subcustodian which maintains
any Securities.
13. Proxies; Corporate Action. Unless Instructions to the contrary
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are received, Barclays or its Subcustodian shall forward to the Custodian only
such communications from issuers relating to the Securities in a Custody Account
as call for voting or the exercise of rights or other specific action (including
material relative to legal proceedings intended to be transmitted to security
holders) to the extent sufficient copies are received by Barclays or its
Subcustodian in time for forwarding to the Custodian. Barclays or its
Subcustodian will cause its nominee to execute and deliver to the Custodian
proxies relating to Securities in a Custody Account registered in the name of
such nominee, but without indicating the manner in which such proxies are to be
voted. Proxies relating to bearer Securities will be delivered in accordance
with written Instructions.
14. Fees and Expenses. The Custodian agrees to pay to Barclays from
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time to time such compensation for its services pursuant to this Agreement and
such out-of-pocket or incidental expenses as may be mutually agreed upon in
writing from time to time. The Custodian hereby agrees to hold Barclays
harmless from any liability or loss resulting from any taxes or other
13
governmental charges, and any expenses related thereto, which may be imposed or
assessed with respect to any Custody Account. The Custodian agrees to pay for
and hold Barclays harmless from any liability or loss resulting from the
imposition or assessment of any taxes or other governmental charges, and any
related expenses with respect to income from or Assets in the Accounts and
Barclays is authorized to charge any account of the Custodian for such items.
15. Effectiveness. This Agreement shall be effective on the date
-------------
first noted above.
16. Termination. This Agreement or the accounts of any Customer may
-----------
be terminated by the Custodian or Barclays by 90 days' written notice to the
other, sent by registered mail, provided that such notice from the Custodian
shall specify the names of the persons to whom Barclays shall deliver the
Securities in the applicable Custody Accounts and to whom the cash in the
applicable Cash Accounts shall be paid. If notice of termination is given by
Barclays, the Custodian shall, within 60 days following the giving of such
notice, specify in writing the names of the persons to whom Barclays shall
deliver the Securities in the applicable Custody Accounts and to whom the cash
in the applicable Cash Accounts shall be paid. In either case Barclays will
deliver such Securities and cash to the person so specified. If within 60 days
following the giving of a notice of termination by Barclays, the Custodian has
not specified in writing the names of the persons to whom Barclays shall deliver
the Securities in the applicable Custody Accounts and to whom the cash in the
applicable Cash Accounts shall be paid, Barclays, at its election, may deliver
such Securities and pay such cash to a bank or trust company doing business in
the State of New York to be held and disposed of pursuant to the provisions of
this Agreement, or to Authorized Persons, or may continue to hold such
Securities and cash until such information is delivered in writing to Barclays.
The obligations of the parties hereto regarding the use of reasonable care,
indemnities and payment of fees and expenses shall survive the termination of
this Agreement.
17. Notices. Any notice or other communication including
-------
Instructions from the Custodian to Barclays is to be delivered or mailed,
postage prepaid to the office of Barclays at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: Global Custody Group, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇, telecopier
(▇▇▇) ▇▇▇-▇▇▇▇ or such other address as may thereafter be given to the Custodian
in accordance with the notice provisions hereunder. Any notice from Barclays to
any Customer or the Custodian is to be delivered or mailed postage prepaid to
the office of the Custodian as set forth below or such other address as may
hereafter be given to Barclays in accordance with the notice provisions
hereunder.
14
18. Governing Law, Successors and Assigns and Third Party
-----------------------------------------------------
Beneficiaries. This Agreement shall be governed by the law of the State of New
-------------
York and shall not be assignable by either party, but shall bind the successors
(including, without limitation, by merger) and assigns of the custodian and
Barclays.
19. Headings. The headings of the paragraphs hereof are included for
--------
convenience of reference only and do not form a part of this Agreement.
20. Riders. Rider A to this Agreement is incorporated herein to the
------
extent Assets governed hereby are subject to the Employee Retirement Income
Security Act of 1974, as amended. Rider B to this Agreement is incorporated
herein to the extent Assets governed hereby are subject to the Investment
Company Act of 1940, as amended.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed in its name and behalf by its duly authorized officer as of the date
first above written.
Attest: PROVIDENT NATIONAL BANK
_____________________ By:_______________________
Title:
Address: ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attest: BARCLAYS BANK PLC
_____________________ By:_______________________________
Authorized Officer
15
Rider A
-------
Required Revisions for Pension Funds
------------------------------------
SECTION 1. CUSTODY AND CASH ACCOUNTS.
Add the following language to the end of Section 1:
(c) The Custodian represents that the Assets being placed in Barclays'
custody are subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). It is understood that in connection therewith Barclays is a
service provider and not a fiduciary of the plan and trust to which the assets
are related. Barclays shall not be considered a party to the underlying plan and
trust, and the Custodian hereby assumes all responsibility to assure that
Instructions issued under this Agreement are in compliance with such plan and
trust and all applicable requirements under ERISA.
(d) This Agreement will be interpreted so as to be in compliance with
the Department of Labor Regulations Section 2550.404b-1 concerning the
maintenance of indicia of ownership of plan assets outside of the jurisdiction
of the district courts of the United States.
SECTION 2. MAINTENANCE OF SECURITIES AND ASSETS ABROAD.
Add the following paragraph at the end of Subsection 2(b):
Instructions to execute foreign exchange transactions with Barclays,
its subsidiaries, affiliates or Subcustodians will include (1) the time period
in which the transaction must be completed; (2) the location of the Subcustodian
with whom the contract is to be executed and (3) such additional information and
guidelines as may be deemed necessary; and, if the instruction is a standing
instruction, a provision allowing such instruction to be overridden by specific
contrary instructions.
SECTION 3. FOREIGN SUBCUSTODIANS AND DEPOSITORIES.
Add the following language to the end of Section 3:
As used in this Agreement, the term Subcustodian and the term
securities depositories include a branch of Barclays, a branch of a qualified
U.S. bank, an eligible foreign custodian, or an eligible foreign securities
depository, where such terms shall mean:
(a) "qualified U.S. bank" shall mean a U.S. bank as described in
paragraph (a)2(ii)(A)(1) of the Department of Labor Regulations Section
2550.404b-1;
16
(b) "eligible foreign custodian" shall mean a banking institution
incorporated or organized under the laws of a country other than the United
States which is supervised or regulated by that country's government or an
agency thereof or other regulatory authority in the foreign jurisdiction
having authority over banks; and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of
a country other than the United States, which is supervised or regulated by
that country's government or an agency thereof or other regulatory
authority in the foreign jurisdiction having authority over such
depositories or clearing agencies and which is described in paragraph
(c)(2) of the Department of Labor Regulations Section 2550.404b-1.
SECTION 5. CASH ACCOUNT TRANSACTIONS.
Subsection (b) is amended to read as follows:
(b) in the event that any payment made under this Section 5 exceeds
the funds available in the Cash Account, such discretionary advance shall
be deemed a service provided by Barclays under this Agreement for which it
is entitled to recover its reasonable costs and expenses as may be
determined by Barclays in good faith.
SECTION 10. AUTHORIZED PERSONS.
Add the following paragraph at the end of Section 10:
The Custodian represents that: (i) Instructions will only be issued
by or for a fiduciary pursuant to Department of Labor Regulations Section 404b-1
(a)(2)(i), and (ii) if instructions are to be issued by an investment manager,
such entity will meet the requirements of Section 3(38) of ERISA and will have
been designated by the Custodian or the Customer to manage assets held in the
Accounts ("Investment Manager"). An Investment Manager may designate certain of
its employees to act as Authorized Persons under this Agreement.
17
Rider B
-------
Required Revision for Mutual Funds
----------------------------------
SECTION 1. CUSTODY AND CASH ACCOUNTS.
Add the following language to the end of Section 1:
(c) The Custodian represents that the Assets being placed in Barclays'
custody are subject to the Investment Company Act of 1940 (the "Act"), as the
same may be amended from time to time.
(d) Barclays shall be responsible for assuring that it and each
Subcustodian is an eligible foreign custodian, qualified U.S. Bank or overseas
branch of a qualified U.S. Bank in accordance with the definitions thereof set
forth herein.
(e) Except to the extent that Barclays has specifically agreed to
comply with a condition of a rule, regulation or interpretation promulgated by
or under the authority of the Securities Exchange Commission (the "SEC") or an
exemptive order applicable to accounts of this nature issued to Barclays, one or
more of the other parties hereto shall be responsible to assure that the
maintenance of assets under this Agreement complies with such rules,
regulations, interpretations or exemptive order promulgated by or under the
authority of the SEC.
(f) As used in this Agreement, as applied to any assets or property of
an investment company having multiple portfolios or series, the term "Customer"
shall mean each of such Customer's individual investment portfolios or series.
SECTION 3. FOREIGN SUBCUSTODIANS AND DEPOSITORIES.
Add the following language to the end of Section 3:
The terms Subcustodian and securities depositories as used in this
Agreement shall mean a branch of a qualified U.S. bank, an eligible foreign
custodian or an eligible foreign securities depository, which are further
defined as follows:
(a) "qualified U.S. Bank" shall mean a qualified U.S. bank as defined
in Rule 17f-5 under the Act;
(b) "eligible foreign custodian" shall mean (i) a banking institution
or trust company incorporated or organized under the laws of a country
other than the United States that is regulated as such by that country's
government or an agency thereof and that has shareholders' equity in excess
of $200 million in U.S. currency (or
18
foreign currency equivalent thereof), (ii) a majority owned direct or
indirect subsidiary of a qualified U.S. bank or bank holding company that
is incorporated or organized under the laws of a country other than the
United States and that has shareholders' equity in excess of $100 million
in U.S. currency (or a foreign currency equivalent thereof), (iii) a
banking institution or trust company incorporated or organized under the
laws of a country other than the United States or a majority owned direct
or indirect subsidiary of a qualified U.S. bank or bank holding company
that is incorporated or organized under the laws of a country other than
the United States which has such qualifications in addition to those set
forth in clause (i) or (ii) above, as shall be specified in Instructions
and approved by Barclays, or (iv) any other entity that shall have been so
qualified by exemptive order, rule or other appropriate action of the SEC;
and
(c) "eligible foreign securities depository" shall mean a securities
depository or clearing agency, incorporated or organized under the laws of
a country other than the United States, which operates (i) the central
system for handling securities or equivalent book-entries in that country
or (ii) a transnational system for the central handling of securities or
equivalent book-entries.
The Custodian represents that the Board of each Customer has approved
each of the Subcustodians listed in Schedule A to this Agreement and the terms
of each subcustody agreement between Barclays and each Subcustodian, and further
represents that each Board has determined that the use of each Subcustodian and
the terms of each subcustody agreement are consistent with the best interests of
the Customer's fund(s) and its (their) shareholders, in each case, to the extent
required by the Act. Barclays will supply the Custodian with any amendment to
Schedule A for approval and will supply the Custodian and, at the Custodian's
request, each Customer's Board of Directors, with information reasonably
necessary to determine such new Subcustodian's eligibility under Rule 17f-5,
including a copy of the proposed agreement with such Subcustodian. Each
Customer has supplied or will supply the Custodian with certified copies of its
Board resolution(s) with respect to the foregoing prior to placing Assets of
such Customer with any Subcustodian so approved. If Barclays intends to remove
any Subcustodian previously approved, it shall so notify the Custodian and shall
move the Securities and other assets to another Subcustodian previously approved
or to a new Subcustodian, subject to the requirements set forth in this
paragraph. Barclays shall take steps as may be required to remove any
Subcustodian which has ceased to meet the requirements of Rule 17f-5.
Barclays hereby warrants to the Customers and the Custodian that in
its opinion, after due inquiry, the established procedures to be followed by
each of its branches, each branch of
19
a qualified U.S. bank, each eligible foreign custodian and each eligible foreign
securities depository holding Securities pursuant to this Agreement afford
protection for such Securities not materially different than that provided with
respect to similar securities held by Barclays (and its securities depositories)
in the United States.
The Custodian acknowledges that Barclays, in accordance with orders of
the Commission (Investment Company Act Release No. IC-16536 August 24, 1988 and
No. IC-17268 December 19, 1989), shall be permitted to delegate to its
Subsidiaries located in Australia, Canada, France, Japan, Spain and Switzerland,
such of Barclays' duties and Obligations as is necessary to permit any such
subsidiary to hold Securities and cash in custody in the country or countries in
which it operates; provided, however, Barclays shall continue to be liable for
any loss due to such delegation except such loss as may result from political
risk or any other risk of loss (excluding bankruptcy or insolvency of the
subsidiary) for which neither Barclays nor the subsidiary would otherwise be
liable.
SECTION 9. SETTLEMENT PROCEDURES; INSTRUCTIONS.
Add the following language to the end of Section 9:
(f) Account transactions made pursuant to Section 5 and 6 of this
Agreement may be made only for the purposes listed below. Instructions must
specify the purpose for which any transaction is to be made and the Custodian
shall be solely responsible to assure that instructions are in accord with any
limitations or restrictions applicable to the Customer by law or as may be set
forth in its prospectus.
(i) In connection with the purchase or sale of Securities at
prices as confirmed by Instructions.
(ii) When Securities are called, redeemed or retired, or
otherwise become payable.
(iii) In exchange for or upon conversion into other securities
alone or other securities and cash pursuant to any plan of merger,
consolidation, reorganization, recapitalization or readjustment.
(iv) Upon conversion of Securities pursuant to their terms into
other securities.
(v) Upon exercise of subscription, purchase or other similar
rights represented by Securities.
(vi) For the payment of interest, taxes, management or
supervisory fees, distributions or operating expenses.
20
(vii) In connection with any borrowings by the Customer
requiring a pledge of Securities, but only against receipt of amounts
borrowed.
(viii) In connection with any loans, but only against receipt of
adequate collateral as specified in Instructions which shall reflect any
restrictions applicable to the Customer.
(ix) For the purpose of redeeming shares of the capital stock of
the Customer and the delivery to, or the crediting to the account of
Barclays, its Subcustodian or the Customer's transfer agent, such shares to
be purchased or redeemed.
(x) For the purpose of redeeming in kind shares of the Customer
against delivery of the shares to be redeemed to Barclays, its Subcustodian
or the Customer's transfer agent.
(xi) For delivery in accordance with the provisions of any
agreement among the Customer, Barclays and a broker-dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a member of
the National Association of Securities Dealers, Inc., relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection with
transactions by the Customer.
(xii) For release of Securities to designated brokers under
covered call options, provided, however, that such Securities shall be
released only upon payment to Barclays of monies for the premium due and a
receipt for the Securities which are to be held in escrow. Upon exercise
of the option, or at expiration, Barclays will receive the Securities
previously deposited from brokers. Barclays will act strictly in
accordance with Instructions in the delivery of Securities to be held in
escrow and will have no responsibility or liability for any such Securities
which are not returned promptly when due other than to make proper request
for such return.
(xiii) For spot or forward foreign exchange transactions to
facilitate security trading, receipt of income from Securities or related
transactions.
(xiv) For other proper purposes as may be specified in
Instructions, which shall include a statement that the purpose is a proper
purpose under the instruments governing the Customer.
21
(xv) Upon the termination of this Agreement as set forth in
Section 16.
SECTION 12. STANDARD OF CARE.
Section 12(a) is hereby amended by deleting paragraph (a) thereof in
its entirety and substituting therefor the following:
(a) Barclays shall be responsible for the performance only of such
duties as are specifically set forth herein or contained in Instructions
given to Barclays by Authorized Persons which are not contrary to the
provisions of this Agreement. Barclays will use reasonable care with
respect to the safekeeping of the Assets in the Custody Accounts and Cash
Accounts and in the performance of its functions and duties under this
Agreement. Barclays shall be liable to, and indemnify and hold harmless,
the Custodian and the Customer, for any loss which shall occur as the
direct and foreseeable result of the failure of a Subcustodian to exercise
reasonable care with respect to the safekeeping of Assets or in the
performance of its functions or duties in connection herewith to the same
extent that such Subcustodian would be liable to the Custodian and the
Customer, as under applicable law if such Subcustodian and the Custodian
and the Customer had directly entered into a custodial agreement governed
by the law of the country of such Subcustodian. In the event of any loss
to the Custodian or the Customer by reason of the failure of Barclays or
its Subcustodian to utilize reasonable care, Barclays shall be liable to,
and indemnify and hold harmless, the Custodian and the Customer to the
extent of such party's direct and foreseeable damages, to be determined (in
the case of a loss of property) based on the market value in U.S. dollars
of the property which is the subject of the loss at the date on which
actual notice of such loss is received by Barclays, and without reference
to any special conditions or circumstances. Barclays shall be held to the
exercise of reasonable care in carrying out this Agreement but shall be
indemnified by, and shall be without liability to, the Custodian and the
Customer for any action taken or omitted by Barclays in good faith without
negligence in accordance with this Agreement. Barclays shall be entitled
to rely, and may act, on advice of counsel (who may be counsel for the
Custodian) on all matters and shall be without liability for any action
reasonably taken or omitted pursuant to such advice. Barclays will be
subject to the reasonableness standard articulated above.
SECTION 21. REPORTS.
In addition to the reports specified in Section 4(f) of this
Agreement, which Barclays shall provide at least monthly to the Custodian, and
at the Custodian's request, to the Board of
22
Directors of each Customer, Barclays shall provide to the Custodian and to the
Board of Directors of each Customer on an annual basis a report confirming that
it and each of the Subcustodians is an eligible foreign custodian, a qualified
U.S. Bank or branch of a qualified U.S. Bank, as defined herein. Barclays shall
also provide such information regarding the Securities and other assets, any
Subcustodian, any foreign country or itself as may be reasonably requested from
time to time by the Custodian.
Section 22. Corporate Action.
------------------------------
Whenever Barclays or a Subcustodian receives information concerning
the Securities which requires discretionary action by the beneficial owner of
the Securities (other than a proxy), such as subscription rights, bonus issues,
stock repurchase plans and rights offerings, or legal notice or other material
intended to be transmitted to securities holders ("Corporate Actions"), Barclays
will promptly give the Custodian notice of such Corporate Actions to the extent
that Barclays has actual knowledge of a Corporate Action.
When a rights entitlement or a fractional interest resulting from a
rights issue, stock dividend, stock split or similar Corporate Action is
received which bears an expiration date, Barclays will endeavor to obtain
Instructions, but if Instructions are not received in time for Barclays to take
timely action, or actual notice of such Corporate Action was received too late
to seek Instructions, Barclays is authorized to sell such rights entitlement or
fractional interest and to credit the applicable Cash Account with the proceeds
and to take any other action it deems, in good faith, to be appropriate in which
case, provided it has met the standard of care in this Agreement, it shall be
held harmless by the Customers for any such action.
23
SIGNATURES.
Add the following after the signature lines:
The provisions of Section 3 hereof
are hereby acknowledged by:
BARCLAYS BANK OF CANADA
By:
-------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A. (FRANCE)
By:
-------------------------------
Authorized Attorney-in-Fact
BARCLAYS TRUST AND BANKING
COMPANY (JAPAN) LIMITED
By:
-------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A.E. (SPAIN)
By:
-------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK S.A. (SWITZERLAND)
By:
-------------------------------
Authorized Attorney-in-Fact
BARCLAYS BANK AUSTRALIA LIMITED
By:
-------------------------------
Authorized Attorney-in-Fact
24
The following investment companies hereby agree and become parties to the
provision of the Global Custody Agreement of which this Rider B is a part.
Barclays and the Custodian undertake to discharge their respective obligations
set forth in the Global Custody Agreement and herein to the undersigned
investment companies which shall each be a "Customer" under this Agreement.
By: ____________________________________
Title: _________________________________
Dated as of: